Answer ALL questions. 1. 2. 3. 3 In the context of the Companies Act 2016, section 221(1) states that every director who is directly or indirectly interested in a contract with the company shall declare the nature of his interest at a meeting of the board of directors. Advise how the director shall declare his interests. (b) (c) Sharon is a trainee supporting the licensed secretary of a public listed company. Explain to her the following matters to enable her to discharge her duties: (a) BAC304/03 Rules on the passing of ordinary and special resolutions. (30 marks) The circumstances that a corporation ("S") shall be deemed to be a subsidiary of another corporation ("H"). (10 marks) The procedure for removing a director of the company. (10 marks) (10 marks) Jaya Sdn. Bhd. (Jaya) is a subsidiary of Delta Bhd. (Delta). Jaya has decided to remove its company auditor before the expiration of term of office in order to conform to the wishes of Delta, its holding company. Advise the board of directors of Jaya on the procedure to remove the existing auditor, and on the appointment of a new auditor for Jaya. (40 marks)